Liability – Who may also be liable under the Securities Act? – (70)

and accounting officers, and at least a majority of the company’s directors);
anyone who was a director of the issuer (or anyone who consented to be named as a director) at the time the registration statement was filed;
every accountant, engineer, appraiser or other expert who consented to be named as having prepared or certified the accuracy of any part of the registration statement, or any report or valuation used in the registration statement (but liability is limited to that information); and
every underwriter.
A purchaser of a security can also sue any person who:
offered or sold the company’s stock to that purchaser in violation of Section 5 of the Securities Act; and
offered or sold the company’s stock to that purchaser by means of a prospectus or oral communication that included an untrue statement of a material fact or omitted to state a material fact necessary to make a statement, in light of the circumstances under which it was made, not misleading.
Every person who controls (through share ownership, agreement or otherwise) any other person that is liable under Section 11 or 12 of the Securities Act is jointly and severally liable with that other person, unless the controlling person had no knowledge of, or reasonable grounds to believe in, the existence of the facts that resulted in the alleged liability.

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